UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(AMENDMENT NO. 3)
Under the Securities Exchange Act of 1934
FREEPORT-McMoRan COPPER & GOLD Inc.
(Name of Issuer)
CLASS B COMMON STOCK, PAR VALUE $0.10 PER SHARE
(Title of Class of Securities)
NO. 35671D857
(CUSIP Number)
Fried, Frank, Harris, Shriver & Jacobson
One New York Plaza
New York, NY 10004-1980
Attn: Allen I. Isaacson
(212) 859-8000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
May 6, 2002
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check
the following box. [ ]
The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Exchange Act") or otherwise subject to the
liabilities of that section of the Exchange Act but shall be subject to all
other provisions of the Exchange Act (however, see the Notes).
CUSIP NO. 35671D857
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1 NAME OF REPORTING PERSON RIO TINTO PLC f/k/a THE
RTZ CORPORATION PLC
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS WC/AF/OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION England and Wales
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7 SOLE VOTING POWER
None
-----------------------------------------
NUMBER OF SHARES BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING PERSON WITH 23,931,100
-----------------------------------------
9 SOLE DISPOSITIVE POWER
None
-----------------------------------------
10 SHARED DISPOSITIVE POWER
23,931,100
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON 23,931,100
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)* 16.5%
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14 TYPE OF REPORTING PERSON CO
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* Based on 144,894,108 shares of Class B common stock of
Freeport-McMoRan Copper & Gold Inc. issued and outstanding, which
information was obtained from the Issuer's quarterly report on Form
10-Q for the quarter ended September 30, 2002.
CUSIP NO. 35671D857
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1 NAME OF REPORTING PERSON RIO TINTO INTERNATIONAL
HOLDINGS LIMITED
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION England and Wales
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7 SOLE VOTING POWER
None
-----------------------------------------
NUMBER OF SHARES BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING PERSON WITH 23,931,100
-----------------------------------------
9 SOLE DISPOSITIVE POWER
None
-----------------------------------------
10 SHARED DISPOSITIVE POWER
23,931,100
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON 23,931,100
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)* 16.5%
-------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON CO
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* Based on 144,894,108 shares of Class B common stock of
Freeport-McMoRan Copper & Gold Inc. issued and outstanding, which
information was obtained from the Issuer's quarterly report on Form
10-Q for the quarter ended September 30, 2002.
CUSIP NO. 35671D857
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1 NAME OF REPORTING PERSON RIO TINTO INDONESIA
LIMITED f/k/a RTZ
INDONESIA LIMITED
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS n/a
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION England and Wales
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7 SOLE VOTING POWER
None
-----------------------------------------
NUMBER OF SHARES BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING PERSON WITH None
-----------------------------------------
9 SOLE DISPOSITIVE POWER
None
-----------------------------------------
10 SHARED DISPOSITIVE POWER
None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON 0
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0%
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14 TYPE OF REPORTING PERSON CO
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AMENDMENT NO. 3 TO SCHEDULE 13D
This Amendment No. 3 amends the Schedule 13D filed on May 22,
1995, as amended by Amendment No. 1 filed on June 1, 1995 and Amendment No.
2 filed on July 7, 1995, by each of Rio Tinto plc and Rio Tinto Indonesia
Limited with respect to the Class B Common Stock of Freeport-McMoRan Copper
& Gold, Inc. (the "Schedule 13D"), as follows. Terms used herein have the
meanings set forth in Schedule 13D.
(a) Item 1 is hereby amended and restated in its entirety as follows:
ITEM 1: SECURITY AND ISSUER.
-------------------
"This Statement on Schedule 13D relates to the Class B Common
Stock, par value $0.10 per share ("FCX Class B Common Stock"), of
Freeport-McMoRan Copper & Gold Inc., a Delaware Corporation ("FCX").
The principal executive offices of FCX are located at 1615 Poydras
Street, New Orleans, Louisiana 70112."
(b) Item 2 is hereby amended and restated in its entirety as follows:
ITEM 2: IDENTITY AND BACKGROUND.
-----------------------
"This Statement is being filed by Rio Tinto plc ("Rio Tinto" or
"RTZ") and its wholly owned subsidiaries, Rio Tinto International
Holdings Limited ("International") and Rio Tinto Indonesia Limited
("Indonesia" or "RTZI"). (Indonesia is wholly owned by Rio Tinto
International Holdings Limited, which is wholly owned by Rio Tinto.)
International is a successor (by transfer) to the interests previously
held by Indonesia in FCX Class B Common Stock. Each of Rio Tinto,
International and Indonesia is a company organized under the laws of
England and the business address of each of Rio Tinto, International
and Indonesia is 6 St. James's Square, London SW1Y 4LD, England.
Rio Tinto is one of the world's leading international mining
companies. Rio Tinto's substantial interests in mining include:
copper, gold, iron ore, aluminum, zinc and silver in metals; coal and
uranium in energy; and borates, titanium dioxide feedstock, talc,
diamonds and zircon in other minerals. International is a direct
wholly owned subsidiary of Rio Tinto and a holding company for certain
subsidiaries and assets of Rio Tinto.
The name, business address, principal occupation or employment
and citizenship of each of the directors and executive officers of Rio
Tinto and International are set forth on Schedule I and are
incorporated herein by reference.
During the last five years, neither Rio Tinto nor International
nor, to the best knowledge of Rio Tinto or International, any of the
persons listed on Schedule I hereto, (i) has been convicted in a
criminal proceeding (excluding traffic violations and similar
misdemeanors) or (ii) has been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a
result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or
finding any violation with respect to such laws."
(c) Item 5 is hereby amended and restated in its entirety as follows:
ITEM 5: INTEREST IN SECURITIES OF THE ISSUER.
------------------------------------
"(a) On May 6, 2002, FCX combined its Class A and Class B Common
Stock into a single class of Class B Common Stock on a one-for-one
basis. The 23,931,100 shares of FCX Class A Common Stock then
beneficially owned by Rio Tinto and Indonesia were automatically
converted into 23,931,100 shares of FCX Class B Common Stock without
any action on the part of Rio Tinto or Indonesia. On May 31, 2002, the
shares of FCX Class B Common Stock beneficially owned by Indonesia
were transferred to International. As of the date hereof, Rio Tinto
beneficially owns, through International, its wholly owned subsidiary,
23,931,100 shares of Class B Common Stock, representing 16.5% of the
shares of FCX Class B Common Stock issued and outstanding, which is
the only class of FCX common stock issued and outstanding. (Such
calculation is based on 144,894,108 shares of FCX Class B Common Stock
issued and outstanding as of September 30, 2002, which information was
obtained from the FCX quarterly report on Form 10-Q for the quarter
ended September 30, 2002.)
(b) International has the power, and Rio Tinto may be deemed to
share the power, to vote and dispose of the 23,931,100 shares of FCX
Class B Common Stock.
(c) Except as disclosed in response to Item 5(a) above, no
transactions in shares of FCX Class B Common Stock were effected
during the past 60 days or since May 6, 2002 by Rio Tinto,
International, Indonesia or any person listed on Schedule I. To the
knowledge of Rio Tinto or International, none of the persons listed on
Schedule I beneficially owns any shares of FCX Class B Common Stock.
(d) No other person is known by Rio Tinto or International to
have the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, any shares of FCX
Class B Common Stock beneficially owned by them.
(e) As of May 31, 2002, Indonesia ceased to beneficially own more
than five percent of FCX Class B Common Stock when it distributed its
23,931,100 shares of FCX Class B Common Stock to International."
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
Dated: February 12, 2003
RIO TINTO PLC
By: /s/ Anette V. Lawless
--------------------------------
Name: Anette V. Lawless
Title: Secretary
RIO TINTO INTERNATIONAL HOLDINGS LIMITED
By: /s/ Anette V. Lawless
--------------------------------
Name: Anette V. Lawless
Title: Director
RIO TINTO INDONESIA LIMITED
By: /s/ Anette V. Lawless
--------------------------------
Name: Anette V. Lawless
Title: Director
SCHEDULE I
DIRECTORS AND OFFICERS OF
RIO TINTO PLC ("RIO TINTO")
EXECUTIVE DIRECTORS*
NAME TITLE/PRINCIPAL OCCUPATION
---- --------------------------
Sir Robert Wilson KCMG Chairman of Rio Tinto
Robert Adams Director of Planning and Development of Rio Tinto
Guy R. Elliott Finance Director of Rio Tinto
R. Leigh Clifford Chief Executive of Rio Tinto
Oscar L. Groeneveld Chief Executive of the Copper Group
Jonathan C. A. Leslie Chief Executive of the Diamonds & Gold Group
OFFICERS
NAME TITLE/PRINCIPAL OCCUPATION
---- --------------------------
Anette V. Lawless Secretary of Rio Tinto
Each of the foregoing directors and officers of Rio Tinto is a citizen of
the United Kingdom, other than Mr. R. Leigh Clifford and Mr. Oscar L.
Groeneveld, who are citizens of Australia and Mrs. Anette V. Lawless, who is
a citizen of Denmark. The business address of each is: Rio Tinto plc, 6 St.
James's Square, London, SW1Y 4LD, England.
NON-EXECUTIVE DIRECTORS
PRINCIPAL BUSINESS
ADDRESS OF CORPORATION
IN WHICH PRINCIPAL
NAME PRINCIPAL OCCUPATION OCCUPATION IS CONDUCTED
---- -------------------- -----------------------
Sir Richard Giordano KBE Senior Non Executive Eagle House
Director and Deputy 108-110 Jermyn Street
Chairman of Rio Tinto. London SW1Y 6RH
He is Chairman of BG England
Group plc.
Leon A. Davis Deputy Chairman of Rio 55 Collins Street
Tinto. He is Chairman of Melbourne 3001
Westpac Banking Australia
Corporation.
David L. Mayhew Chairman of Cazenove 12 Tokenhouse Yard
Group plc. London EC2R 7AN
England
John P. Morschel Chairman of Leighton Level 1
Holdings Limited and CSR 9 Help Street
Limited. Chatswood NSW 2067
Australia
The Hon. Raymond G. H. Vice Chairman of Lehman One Broadgate
Seitz Brothers Europe Limited. London EC2M 7HA
England
Paul D. Skinner Managing Director of The Shell Centre
"Shell" Transport and London SE1 7NA
Trading Company, plc. England
Sir Richard Sykes Rector of Imperial Exhibition Road
College of Science, London SW7 2AZ
Technology and Medicine. England
Lord Tugendhat Chairman of Lehman One Broadgate
Brothers Europe Limited. London EC2M 7HA
England
Andrew F. J. Gould President and Chief 42, rue Saint Dominique
Operating Officer of 75007 Paris
Schlumberger Limited. France
David C. Clementi Chairman of Prudential Governor's House
plc. Laurence Poutney Hill
London EC4R 0EU
England
Each of the foregoing non-executive directors of Rio Tinto is a citizen of
the United Kingdom, other than The Hon. Raymond G. H. Seitz, who is a
citizen of the United States, Sir Richard Giordano KBE, who holds joint
citizenship with the United States and the United Kingdom and Mr. John P.
Morschel and Mr. Leon A. Davis, who are citizens of Australia.
DIRECTORS AND OFFICERS OF
RIO TINTO INTERNATIONAL HOLDINGS LIMITED
NAME TITLE* PRINCIPAL OCCUPATION
---- ------ --------------------
Anette V. Lawless Director Secretary of Rio Tinto
Michael R. Merton Director Controller of Rio Tinto
Ian C. Ratnage Director Treasurer of Rio Tinto
Christopher Lenon Director Head of Taxation of Rio
Tinto
Roger P. Dowding Secretary Assistant Secretary of
Rio Tinto
Each of the foregoing directors and officers of Rio Tinto International
Holdings Limited is a citizen of the United Kingdom, other than Mrs. Anette
V. Lawless, who is a citizen of Denmark. The business address of each of the
foregoing is: 6 St. James's Square, London, SW1Y 4LD, England.
* In the United Kingdom, executive directors also serve as officers.